The Voyager Group Inc
Convertible Preferred Stock Series Z
Secretary of the State of the State of Nevada
File Number: C-15403-96


                              The Voyager Group Inc

Convertible  Preferred  Stock  Series  Z  -Designation  of  Rights,  Privileges,
Preferences,  Powers, Qualifications,  Limitations & Restrictions of Convertible
Preferred Stock Series Z .

Pursuant to the provisions of Nevada  General  Corporate  laws, the  undersigned
corporation  hereby  adopts the  following  Designation  of Rights,  Privileges,
Preferences,   Powers,   Qualifications,   Limitations  &  Restriction   of  the
Convertible Preferred Series Z of 2001.


{The Designations}

                                     FIRST:

The name of the corporation is Voyager Group Inc.
                                                        SECOND:
The following  resolution  established a Convertible  Preferred Stock Series Z -
2001  (hereinafter  referred to as "Z")  consisting of Two Million  Shares,  Par
Value $0.001,  duly adopted by the Board of Directors and majority  shareholders
of the  corporation  on October 19, 2001 in accordance  with the Nevada  General
Corporate Law:

RESOLVED,  The Board of Directors and majority shareholders has hereby created a
Convertible  stock  designated as the  "Convertible  Preferred  Stock Series Z -
2001"  consisting  of two thousand  shares,  par value-  $0.001,  and , with the
following Powers, Preferences, Rights, Qualifications herein.


{DESIGNATION}

1.  LIQUIDATION

In the event of any voluntary or involuntary or liquidation's  (whether complete
of  partial),  dissolution,  or winding up of the  corporation,  the  holders of
series  "Z"  shares  shall  be  entitled  to be paid  out of the  assets  of the
corporation  available  for  distribution  to  its  shareholders,  whether  from
Capital,  Surplus or Earnings,  an amount in cash equal to the net book value of
the corporation on the date of liquidation,  plus all unpaid dividends,  whether
or not previously  declared,  accrued thereon to the date of final distribution.
Know distribution shall be made of any common stock, convertible preferred stock
AA 1996 or any other series of preferred  stock of the  corporation by reason of
any  voluntary  or  involuntary   liquidation  (whether  complete  or  partial),
dissolution  or winding up of the  corporation  unless each holder of series "Z"
shall  have  received  all  amounts to which such  series "Z"  holders  shall be
entitled under this subsection 1.01.

If on any liquidation  (whether complete or partial),  dissolution or winding up
of the assets of the corporation available for distribution to holders of series
"Z" shall be  sufficient to pay the holders of  outstanding  series "Z" the full
amount to which they otherwise  would be entitled under section 1.01, the assets
of the corporation  available for distribution to holders of series "Z" shall be
distributed  to them on the basis of the  number  of shares of series  "Z" stock
held by each such holder;

Certain Acquisitions.

Demand Liquidation. For the purposes of this Section 1.03 a liquidation,
dissolution  or  winding up of the  corporation  shall be deemed to occur if the
corporation  shall (i) sell, convey or otherwise dispose of all or substantially
all of its  property  or  business  or  merge  or  consolidate  with  any  other
corporation  (other  than a  wholly  owned  subsidiary  corporation)  where  the
stockholders  of the  corporation  own less than fifty percent 50% of the voting
power of the surviving  entity after such merger or consolidation or (ii) effect
any other transaction or series of related  transaction in which more than fifty
percent 50% of the voting power of the  corporation is disposed of provided that
this Section 1.03 shall not apply to merger  effected  solely for the purpose of
changing domicile of the corporation.

         B. .Valuation of Consideration. In the event of a demand liquidation as
described  in  Section  1.03(i)  above  if  the  consideration  received  by the
corporation is other than cash its value will be deemed its fair market value.

         Securities fair market value shall be subject to:

         1.Securities  not  subject  to  investment   letter  or  other  similar
restriction on free marketability:

         2.If traded on a  securities  exchange or the NASDAQ  stock  market the
value  shall be the  average of the  closing  prices of the  securities  on such
exchange over the thirty-day period ending three (3) days prior to the closing;

         3. If actively traded over the counter, the value shall be deemed to be
the average of the closing bid or sale prices which ever is applicable  over the
thirty day period ending thirty days prior to he closing; and

         4. If there is no active  public  market,  the value  shall be the fair
market value there of, as mutually determined by the corporation and the holders
of at  least a  majority  of the  voting  of all  then  outstanding  Series  "Z"
preferred stock.

         5. The method of valuation of securities  subject to investment  letter
or other  restrictions  on free  marketability  (other than  restricted  arising
solely by virtue of a stockholder's  status as an affiliate or former  affiliate
shall make an appropriate  discount from the market value determined as above is
Section

         To reflect the  approximate  fair  market  value  thereof,  as mutually
determined by the  corporation and the corporation and the holders of at least a
majority  of the  voting  power of all then  outstanding  shares of  series  "Z"
preferred stock.

         C. Notice of transaction.  The  corporation  shall give each holders of
record series "Z" Preferred  stock written notice of such impending  transaction
not later than (10) days prior to the closing of such transaction,  whichever is
earlier,  and shall also notify such holders in writing of the final approval of
such  transaction.  The first of such notices shall  describe the material terms
and conditions of the impending  transaction  and the provisions of this Section
1.03 and the corporation  shall  hereinafter  give such holders prompt notice of
any material  changes.  The transaction shall in no event take place sooner than
then (10) days after the  corporation  has given the first  notice  provided for
herein or sooner than five (5) days after the  corporation  has given  notice of
any material changes provided for herein.

         Effect of Noncompliance.  In the event the requirements of Section 1.03
are not complied with, the corporation  shall forthwith either cause the closing
of the  transaction to be postponed  until such  requirement  have been complied
with or cancel such  transaction,  in which event the  Rights,  Preferences  and
Privileges of the holders of the "Z" preferred  stock shall revert to and be the
same as such rights,  preferences and privileges  existing  immediately prior to
the date of the first  notice  referred  to in Section 1 -103-1  hereof.2.VOTING
RIGHTS

         The  holder of Series Z"  preferred  Stock  shall have the right to one
million  shares of  company  common  stock for one share of Series  "Z"preferred
stock,  which could be  converted  to common stock and with respect to such vote
such  preferred "Z" holder shall have full voting rights and powers equal to the
voting  powers of the holders of common stock and are  entitled  notwithstanding
any provisions  thereof to of any  stockholders'  meeting in accordance with the
by-laws of the corporation and shall be entitled to vote,  together with holders
of common stock, with respect to any question upon which holders of common stock
have the right to vote.

         2.02 The holders of series "Z' preferred  stock shall have the right to
vote as a separate class of stock.

         3.DIVIDENED PROVISIONS

         Z" series holders as a class is entitled to establish dividends,  which
shall be  entitled to receive  dividends,  out of any assets  legally  available
hereof,  prior and in  preference  to any  decoration of payment of any dividend
(payable other than in Common stock or other  securities and rights  convertible
into or  entitling  the  holder  thereof  to  receive,  directly  or  indirectly
additional  shares of common  stock of the  corporation).  Series "Z"  preferred
stock is adjusted for any stock dividends combinations splits, re-capitalization
and the like if  declared by the Board of  Directors.  Such  dividends  shall be
cumulative.  In addition, in the event dividends are paid on any share of common
stock,  an  additional  dividend  shall be paid with respect to all  outstanding
shares of "Z" preferred stock in an amount equal per share if and when issued as
converted  basis to the amount paid or set aside for each share of common  stock
of the corporation  whenever funds are legally  available thereof when as and if
declared by the Board of Directors.

         4.REDEMTION.

         4.01    The "Z" series Preferred Stock is not redeemable.

         5.CONVERSION OF "Z" SERIES PREFERRED STOCK.

         Holders of record of any series "Z" shares  shall have the  rights,  at
there option,  any time after issuance of said series,  to convert each share of
"Z" series surrendering,  their certificates' "Z" series for converted corporate
common stock,  for which there is know charge into such number of fully paid and
non-accessible common stock.

         5.02  Series "Z" "Conversion Rights" are as follows:

         1.Series Z" conversion  ratio to common stock of the corporation is one
"Z" series for two hundred thousand common shares of the corporation.

         2.Automatic Conversion. "Z" Series preferred shall convert Converted to
shares of common stock at the so stated conversion ration of common stock except
as provided below in Section 6, the corporation's sale of its common stock in an
underwritten  public  offering  pursuant to a registration  statement  under the
securities act of 1933, as amended (the  "Securities Act "), the public offering
price of which is not less than $10.00 per share (appropriately adjusted for any
stock  split,  dividends,  combination  or other  re-capitalization)  and  which
results  in gross  cash  proceeds  in  excess of  $15,000,000  and (ii) the date
specified by written  consent or agreement of the holders of at least two thirds
(2/3) have then  outstanding  shares of "Z" series  preferred  stock voting as a
class.

         3.Mechanics  of  Conversion.  Before  any holder of series "Z" shall be
entitled to convert the same into shares of common stock, he shall surrender the
certificate  or  certificates  therefore,  duly  endorse  at the  office  of the
corporation  or of any  transfer  agent for such  series and shall give  written
notice to the corporation at its principal  corporate  office of the election to
convert  the same  and  shall  state  therein  the  name of  names in which  the
certificate or certificates for shares of common stock are to be issued.  If the
conversion  is  in  connection  with  an  underwritten  offering  or  securities
registered  pursuant to the  Securities  Act the conversion may at the option of
any holder  tendering such "J' series stock for conversion,  be conditioned upon
the closing  with the  underwriter  of the sale of  securities  pursuant to such
offering,  in which event the  person(s)  entitled to receive  common stock upon
conversion of such "Z" series shall not be deemed to have  converted such series
"Z" until  immediately  prior to the closing of such sale of securities.  If the
conversion  is  on  connection  with  an  underwritten  offering  of  securities
registered  pursuant to the  Securities  Act the conversion may at the option of
anyholder   tendering  such  Series  "Z"  preferred   stock  for  conversion  be
conditioned  upon the closing with the  underwriters  of the sale of  securities
pursuant  to such  offering in which  event the  persons(s)  entitled to receive
common  stock  upon  conversion  of such  Series "Z" shall not be deemed to have
converted such series "Z" preferred stork until immediately prior to the closing
of such sale of securities.

         6.Conversion   adjustments   for  splits  and   combination  and  other
distribution of series "Z" preferred.

         Common stock splits:

         1.Reverse common stock splits:
         If  number of shares of  common  stock  outstanding  at any time  after
purchase  date of series "Z" is  decreased  by a  combination  of the Series "Z"
preferred stock, the conversion ratio for each series "Z" preferred shall remain
the same so that the number of shares of common stock issued upon  conversion of
each  share of series "Z" shall  increase  in  proportion  to such  decrease  in
outstanding common shares.

         2.Forward stock splits:
         If the number of shares of common stock  outstanding  at any time after
purchase date of series "Z" is increased by a combination  conversion ration for
each  series "Z"  preferred  shall be  increased  the same so that the number of
shares of common stock issued on  conversion  of each share of such h series "Z"
shall increase in proportion to such increase in outstanding common shares.

         Common Stock Equivalents
         Means  outstanding  common  stock or the  determination  of  holders of
common  stock  entitled to receive a dividend or other  distribution  payable in
additional  shares of common stock orother  securities or rights  convertible in
additional  shares of common  stock or other  securities  or rights  convertible
into,   or   entitling   the   holder    thereof   to   receive    directly   or
indirectlyadditional shares of common stock. Series "Z" Preferred stock shall be
entitled to a proportionate share of any such distribution.

         Other distributions.
         In the event, the corporation  shall declare a distribution  payable in
securities of other persons, evidences of indebtedness issued by the corporation
or other  person's  assets  excluding  cash  dividends  or options or rights not
referred  to in this  document  the  holders  of series "Z"  preferred  shall be
entitled to a proportionate share of any such distribution.




         7.KNOW IMPAIRMENT.

         7.01   Corporation  will  not,  by  amendment  of  its  certificate  of
Incorporation  or through  any  reorganization,  re-capitalization,  transfer of
assets,  consolidation,  merger  dissolution  issue orsale of  securities or any
other voluntary action,  avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed  hereunder by the corporation,  but
will at all times in good faith assist in the carrying out of all the provisions
of this  document  and in the taking of all such action as may be  necessary  or
appropriate  in order to  protect  the rights or Series  "Z"  preferred  sharers
against impairment.

         8.KNOW FRACTION SHARES AND CERTIFICATE AS TO ADJUSTMENTS.

         Know fractional shares shall be issued upon the conversion of any share
or shares of series "Z" the number of shares of common  stock to be issued shall
be rounded to the nearest whole share.

         The  corporation  shall  upon the  written  request  at any time of any
holder of Series Z" Preferred  stock  furnished or cause to be furnished to such
holders   a  like   certificate   setting   forth   (a)  such   adjustments   or
readjustments,(b)the  conversion ration for series "Z" at the time in effect and
the  additional  shares of common stock and the amount if any of other  property
which at the time would be received upon conversation of a share of series "Z"
         preferred stock

         9.RESERVATION OF STOCK ISSUSBLE UPON CONVERSION.

         The  corporation  shall at all times reserve and keep  available out of
its authorized but un-issued  shares of common stock,  solely for the propose of
effecting the  conversion  of the shares of the series "Z" preferred  stock such
number of its shares of common stock as shall from time to time be sufficient to
effect the  conversion  of all  outstanding  shares of such series "Z" preferred
stock and if at any time the number of authorized but unissued  shares of common
stock  shall be  sufficient  to effect the  conversion  of all then  outstanding
shares of such series "Z" preferred  stock in addition to such other remedies as
shall be available to the holders of such preferred stock the  corporation  will
take such  corporate  action as May in the option of its counsel be necessary to
increase its authorized  but unisssued  shares of common stock to such number of
shares as shall be sufficient for purposes of this document.

         10.NOTICES.

         Any notice  required by the  provisions of the Section 5 to be given to
the holders of series "Z" preferred stock shall be deemed given:  (I)upon person
delivery  to the party to be  notified;  (ii) when  sent by  confirmed  telex or
facsimile as sent during normal business hours of the recipient;  if not then on
the next  business  day;  (iii)  one (1) day  after  deposit  with a  nationally
recognized  overnight  courier,   specifying  next  day  delivery  with  written
verification  of receipt;  or (iv) five (5) days after having been  deposited in
the United States mail postage  prepaid.  All notices shall be addressed to each
holder of record at his address appearing on the books of the corporation.

         11.PROTECTIVE PROVISIONS

         So long as at least one (1)  shares of series  "Z"  preferred  stock is
outstanding  (as adjusted for stock  splits,  stock  dividends  combinations  or
re-capitalization's  and the  like),  the  corporation  shall not  without  fist
obtaining the approval (by vote or written  consent,  as provided by law) of the
holders of at least two thirds  (2/3) of then  outstanding  shares of Series "Z"
preferred  stock,  voting  together as a class,  authorize or issue, or obligate
itself  to  issue  any  other  equity  security,   including   another  security
convertible  into or exercisable of or any equity security having a preferences,
over or being  party  with,  the  Series "Z" with  respect  to voting  dividends
conversions or upon liquidation;  effect a liquidation dissolution or winding up
of the corporation or a transaction  described in sections above; declare or pay
any dividends to the holders of shares of common stock or other preferred stock;
amend, alter or appeal the corporation's  certificate of Incorporation or bylaws
or take any other action, whether by merger consolidation or otherwise in manner
that would alter or change the rights preferences or privileges of the shares of
Series "Z" preferred stock so as to affect adversely the shares of such class.

         12.STATUS OF CONVERTED SERIES "Z" PREFERRED STOCK.

         In the event any  shares of series  "Z"  preferred  stock  pursuant  to
Section (5) Hereof,  the shares so  converted  shall be retired and canceled and
shall not be reissued by the corporation.  The certificate  incorporation or the
corporation shall be appropriately amended to effect the corresponding reduction
in the  corporation  has  authorized  capital  stock.  No shares  of Series  "Z"
preferred stock acquired by the corporation by reason or redemption, purchase or
other wise shall be reissued.

         13.SERIES "Z" PREFFERED STOCK

         The  corporation  shall be entitled to treat the person  whose name any
share of its series "Z" is  registered as the owner thereof for all purposes and
shall not be bound to  recognizes  any equity or other claim to or interest  in,
such  series "Z" the part of any other  person,  whether or not the  corporation
shall have thereof, except as expressly provided by applicable law.


         In witness whereof,  the following  Designation of Rights,  Privileges,
Preferences, Qualifications, Limitations & Restrictions of Convertible Preferred
series "Z" 2001, the company has been executed this 19th October 2001.

         THE VOYAGER GROUP INC
         The Board of directors
         Michael Johnson